SMITH A O CORP — Director's Dealing 2010

Feb 10, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2010-02-08

Reporting Person: KITA JOHN J (Senior V.P., Corp. Fin. & Cont)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-08	Employee Stock Options (Right to Buy)	$41.895	A	4300	Acquired	2020-02-08	Common Stock (4300)	Direct
2010-02-08	Restricted Stock Units	$41.895	A	1600	Acquired		Common Stock (1600)	Direct

Footnotes

F1: The employee stock options were granted on 02/08/2010 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The options become exercisable in three annual installments of 1/3 of the award starting on 02/08/2011.

F2: The restricted stock units were granted on 02/08/2010 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The restricted stock units become payable in Common Stock on the vesting date of 02/08/2013.